Download Corporate Governance DocumentationCode of Business Conduct and Corporate Governance

Code of Business Conduct and Corporate Governance

PURPOSE AND SCOPE

Employees, officers and directors of MRV Communications, Inc. ("MRV" or the "Company") are expected to act lawfully, honestly, ethically and in the best interests of the Company, in their dealings with and on behalf of the Company, including dealings with its customers, partners, employees and investors.

This Code of Business Conduct and Corporate Governance (the "Code") embodies the rules regarding individual and peer responsibilities, as well as responsibilities to our employees, customers, stockholders, the public and other stakeholders, and is intended to:

  • Promote honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest between personal and professional relationships,

  • Promote full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by MRV,

  • Promote compliance with applicable governmental rules and regulations,

  • Provide guidance to directors, officers and employees to help them recognize and deal with ethical issues,

  • Provide mechanisms to report unethical conduct, and

  • Help foster a culture of honesty and accountability.

This Code applies to the Company, all of our subsidiaries, and all other business entities that we control worldwide. We expect all our directors, officers and employees to comply at all times with the principles of this Code. A violation of this Code by an employee, officer or director is grounds for disciplinary action up to and including discharge and possible legal prosecution.

If you have any questions regarding this Code or its application to you in any situation, you should contact your supervisor or the Company's Chief Compliance Officer, or, if you are an executive officer or a director, the Chairman of the Audit Committee of the Board of Directors. For purposes of this Code, "executive officer" means the Chief Executive Officer and any member of the management team reporting directly to the Chief Executive Officer and "Chief Compliance Officer" means the Company's Chief Financial Officer, who has been designated as the Company's chief compliance officer.

STANDARDS OF BUSINESS CONDUCT

These standards relate to those day-to-day behaviors that are particularly important to our business and to the preservation of MRV's good name and reputation. Adherence to these standards is critical to our success and inspires trust and confidence on the part of our employees, customers, stockholders, the public and other stakeholders.

Integrity is, and must continue to be, the basis of all of our corporate relationships. Each employee, officer and director is expected to practice the highest standards of honesty, accuracy and integrity at all times.

Everyone is part of the Company team and each of us deserves to be treated with dignity and respect. In addition, every employee is responsible for his or her own conduct. No one has the authority to make another employee violate the Code, as it applies personally to the employee or manager and to those under his or her supervision, and any attempt to direct or otherwise influence someone else to commit a violation is unacceptable.

Managers, in particular, set the example for other employees and are often responsible for directing the actions of others. We require all employees, including managers, to know and understand the Code, as it applies personally to the employee or manager and to those under his or her supervision.

We believe that the fundamental principle that underlies the way we do business at MRV is good judgment. An understanding of our legal and ethical parameters enhances that judgment. We have a responsibility to pay constant attention to all legal boundaries and to comply with all applicable laws and regulations in all of our operations worldwide. We have the same obligations to the communities in which we do business and to the customers with whom we do business. For everyone at MRV, this means following the spirit of the law and doing the right, ethical thing even when the law is not specific.

This Code outlines the broad principles of legal and ethical business conduct, which we have embraced. It is not a complete list of legal or ethical questions an employee might face in the course of business, and this Code must be applied using common sense and good judgment. Additionally, under certain circumstances, local country law may establish requirements that differ from this Code. Employees worldwide are expected to comply with all local country laws and our business conduct policies in the areas in which they are conducting MRV business.

From time to time, we may waive certain provisions of these standards. Any waiver of these standards for executive officers or directors may be made only by the Board of Directors or the committee of the Board of Directors to which such responsibility has been delegated, and must be promptly disclosed in accordance with applicable law.

ETHICAL BUSINESS PRACTICES


We do not seek competitive advantages through illegal or unethical business practices. Each employee, officer and director should endeavor to deal honestly, ethically and fairly with our clients, service providers, suppliers, competitors, customers, and other employees, officers and directors. Statements regarding the Company's products and services must not be untrue, misleading, deceptive or fraudulent. No employee, officer or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

CONFLICTS OF INTEREST

Employees, officers and directors are expected to make or participate in business decisions and actions based on the best interests of the Company, and not based on personal relationships or benefits. A conflict of interest occurs when your personal interest interferes with the interests of the Company. Conflicts of interest can compromise employees', officers' and directors' business ethics. Employees, officers and directors are expected to apply sound judgment to refrain from engaging in any activity, or having a personal interest, that presents a conflict of interest, and should seek to avoid even the appearance of a conflict of interest. A conflict of interest may arise whenever an employee, officer or director takes action or has an interest that may prevent him or her from performing Company duties and responsibilities honestly, objectively and effectively.

Employees, officers and directors should avoid situations where their personal interests, investments or associations would conflict with their ability to exercise good judgment on the Company's behalf or are inconsistent with or opposed to the Company's best interests. Conflicts of interest may arise directly with employees, officers, directors, or through family connections. Conflicts of interest also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Company.

For example:

  • No employee, officer or director shall perform services as an employee, officer, director, consultant, advisor or in any other capacity for, or have a financial interest in, a competitor of the Company, other than services performed at the request of the Company, and other than a financial interest representing less than one percent (1%) of the outstanding shares of a publicly-held company provided that the interest is not so large financially (either in absolute dollars or percentage of your total investment portfolio) that it creates the appearance of a conflict of interest;

  • No employee, officer or director shall use his or her position with the Company to influence a transaction with a supplier, vendor, service provider or customer in which such person has any personal interest, other than a financial interest representing less than one percent (1%) of the outstanding shares of a publicly-held company provided that the interest is not so large financially (either in absolute dollars or percentage of your total investment portfolio) that it creates the appearance of a conflict of interest;

  • No employee, officer or director shall use his or her position with the Company to influence a transaction with a supplier, vendor, service provider or customer with whom he or she has a pre-existing relationship, without disclosure of the nature of the relationship to the Company's Chief Compliance Officer or, if he or she is an executive officer or director, to the Chairman of the Audit Committee;

  • No employee, officer or director shall supervise, review or influence the hiring, job evaluation or compensation of anyone with whom he or she has a pre-existing relationship, without disclosure of the nature of the relationship to the Company's Chief Compliance Officer or, if he or she is an executive officer or director, to the Chairman of the Audit Committee;

  • No employee, officer or director shall engage in any other activity or have any other interest or relationship that the Board of Directors of the Company determines to constitute a conflict of interest.
It is your responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to an actual or potential conflict of interest to the Company's Chief Compliance Officer or, if you are an executive officer or director, to the Chairman of the Audit Committee, who shall be responsible for determining whether such transaction or relationship constitutes a conflict of interest. Employees, officers and directors are responsible for continually monitoring and reporting any change in circumstances that might give rise to an actual or apparent conflict of interest.

Protection of Corporate Assets and Opportunities.


Employees, officers and directors should seek to protect the Company's assets, including proprietary information and intellectual capital. Theft, carelessness and waste have a direct impact on the Company's financial performance. Employees, officers and directors must use the Company's assets and services (including the services of Company employees) solely for legitimate business purposes of the Company and not for any personal benefit or the personal benefit of anyone else.

Employees, officers and directors owe a duty to the Company to advance our legitimate business interests when the opportunity to do so arises. Employees, officers and directors are prohibited from taking for themselves (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information or position, unless the Company has already been offered the opportunity and an appropriate member of senior management or a director has declined the opportunity on behalf of the Company, in writing.

Sometimes the line between a benefit to the employee, officer or director and a benefit to the Company is difficult to draw, and sometimes overlapping benefits may be derived from certain activities. The only prudent course of conduct is to make sure that an appropriate member of senior management or, if you are an executive officer or director, the Chairman of the Audit Committee approves beforehand any use of Company property or services that is not solely for the benefit of the Company.

Improper Influences - Gifts and Entertainment.

The use of Company funds or assets for gifts, gratuities or other favors to government officials is prohibited, except to the extent such gifts, gratuities or other favors are in compliance with applicable law, insignificant in amount and not given in consideration or expectation of any action by the recipient. Employees, officers and directors must not offer, make, solicit or receive a bribe, kickback, illegal political contribution or other improper payment anywhere in the world, and we do not condone any such activity on the part of our employees, officers or directors. Bribes and kickbacks are criminal acts, strictly prohibited by law. The Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business.

No employee, officer or director shall use Company funds or assets for gifts to any organization or individual that has, or is seeking to have, a business relationship with the Company, except to the extent such gifts are less than or equal to $150 in value and are in compliance with applicable law.

No employee, officer or director should accept, or permit any member of his or her immediate family to accept, from any organization or individual that has, or is seeking to have, a business relationship with the Company, any gift or gratuity of material value. Any gifts that are in excess of $150 in value should be returned immediately and reported to your supervisor or the Company's Chief Compliance Officer, or if you are an executive officer or director, to the Chairman of the Audit Committee. If immediate return is not practical, they should be given to the Company for charitable disposition or such other disposition as the Company, in its sole discretion, believes appropriate.

Employees, officers and directors should provide, or accept, business entertainment to or from anyone doing business with the Company only if the entertainment is infrequent, modest, intended to serve legitimate business goals and in compliance with applicable law.

In applying these guidelines, employees, officers and directors must use common sense and good judgment to avoid the appearance of impropriety.

Board Memberships.

We encourage our employees, officers and directors to be active in industry and civic associations. However, any employee or officer so desiring to serve on boards of directors or advisory boards of any entity or organization must obtain the prior written approval of our Chief Executive Officer and the Chairman of the Board of Directors or, if you are an executive officer, the Chairman of the Board of Directors. Any director desiring to serve on the board of directors or advisory board of any entity or organization must report such activity to the Chairman of the Board of Directors.

CONFIDENTIAL AND PROPRIETARY INFORMATION


The protection of confidential and proprietary information is vital to the Company's success. No employee, officer or director should reveal or divulge any confidential and proprietary information entrusted to him or her by the Company or other companies, including our suppliers and customers, unless required to do so in the ordinary process of carrying out day-to-day responsibilities and then only with the knowledge and approval of the appropriate member of senior management, or unless legally mandated. Confidential and proprietary information includes, among other things, any non-public information concerning the Company, including our businesses, products, financial performance, results or prospects, and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed.

Each employee is required to sign a Confidentiality and Non-Disclosure Agreement, promising that he or she will not divulge confidential or proprietary information or material outside of the Company; in addition, it acknowledges that the ideas, inventions, products and processes developed while working for us are the Company's sole property.

SPECIAL ETHICS OBLIGATIONS FOR EMPLOYEES WITH FINANCIAL REPORTING RESPONSIBILITIES

As a public company, it is of critical importance that MRV's filings with the Securities and Exchange Commission be accurate and timely. Depending on their position with MRV, employees may be called upon to provide information to assure that our public reports are complete, fair and understandable. We expect all of our personnel to take this responsibility very seriously and to provide prompt and accurate answers to inquires related to our public disclosure requirements. Our Finance Department bears a special responsibility for promoting integrity throughout the organization, with responsibilities to stakeholders both inside and outside of MRV. Our Chief Executive Officer and Finance Department personnel have a special role both to adhere to these principles themselves and also to ensure that a culture exists throughout the Company as a whole that ensures fair and timely reporting of MRV's financial results and condition.

Because of this special role, the Chief Executive Officer and all members of our Finance Department are bound by the following Financial Officer Code of Ethics, and by accepting this Code, each agrees that he or she will:

  • Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.

  • Provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely and understandable disclosure in reports and documents that MRV files, or submits to, governmental agencies and in other public communications.

  • Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.

  • Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one's independent judgment to be subordinated.

  • Respect the confidentiality of information acquired in the course of one's work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of one's work will not be used for personal advantage.

  • Share knowledge and maintain skills important and relevant to stakeholders' needs.

  • Proactively promote and be an example of ethical behavior as a responsible partner among peers, in the work environment and the community.

  • Achieve responsible use of and control over all assets and resources employed or entrusted.

  • Promptly report to the appropriate member of senior management and/or the chairman of the Audit Committee any conduct that the individual believes to be a violation of law or business ethics or of any provision of the Code, including any transaction or relationship that reasonably could be expected to give rise to such a conflict.
Violations of the Financial Officer Code of Ethics, including failures to report potential violations by others, will be viewed as a severe disciplinary matter that may result in personnel action, including termination of employment. It is against our policy to retaliate against any employee for good faith reporting of violations of this Code.

PUBLIC COMMUNICATIONS AND REGULATION FD

A. Public Communications Generally

We place a high value on our credibility and reputation in the community. What is written or said about the Company in the news media and investment community directly impacts our reputation, positively or negatively. Our policy is to provide timely, accurate and complete information in response to public requests (media, analysts, etc.), consistent with our obligations to maintain the confidentiality of competitive and proprietary information and to prevent selective disclosure of market-sensitive financial data. To ensure compliance with this policy, all news media or other public requests for information regarding the Company should be directed to the Company's Chief Financial Officer. The Company's Chief Financial Officer will work with you and the appropriate personnel to evaluate and coordinate a response to the request.

B. Compliance with Regulation FD

In connection with its public communications, the Company is required to comply with a rule under the federal securities laws referred to as Regulation FD (which stands for "fair disclosure"). Regulation FD provides that, when we disclose material, non-public information about the Company to securities market professionals or stockholders (where it is reasonably foreseeable that the stockholders will trade on the information), we must also disclose the information to the public. "Securities market professionals" generally include analysts, institutional investors and other investment advisors.

To ensure compliance with Regulation FD, we have designated the following officials as "Company Spokespersons:"

  • Chief Executive Officer

  • Chief Financial Officer
Other Company Spokespersons may be designated by the Company's Board of Directors from time to time. Only Company Spokespersons are authorized to disclose information about the Company in response to requests from securities market professionals or stockholders. If you receive a request for information from any securities market professionals or stockholders, promptly contact the Company's Chief Financial Officer to coordinate a response to such request.

The Company will adopt a detailed policy on Regulation FD, which may be obtained from the Company's Chief Financial Officer.

REPORTING AND COMPLIANCE PROCEDURES

Every employee, officer and director has the responsibility to ask questions, seek guidance, report suspected violations and express concerns regarding compliance with this Code to his or her supervisor or to the Company's Chief Compliance Officer or, if he or she is an executive officer or director, to the Chairman of the Audit Committee, as described below. Any employee, officer or director who knows or believes that any other employee, officer or director or other representative of the Company has engaged or is engaging in Company-related conduct that violates applicable law or these standards should report such information to his or her supervisor or to the Company's Chief Compliance Officer or to the Chairman of the Audit Committee, as described below.

You may report violations of this Code, on a confidential or anonymous basis, by contacting the Company's Chief Compliance Officer by mail at the Company's corporate headquarters address which is 20415 Nordhoff Street, Chatsworth, CA 91311, by telephone at (818) 773-0900, or by anonymously reporting any violations at the Company's Ethicspoint hotline website at mrv.ethicspoint.com or by the anonymous toll-free phone lines set forth on the website depending on your country, or, if you are an executive officer or director, to the Chairman of the Audit Committee. While we prefer that you identify yourself when reporting violations so that we may follow up with you, as necessary, you may report anonymously if you wish.

If our Chief Compliance Officer receives information regarding an alleged violation of these standards, he or she shall, as appropriate, (a) evaluate such information, (b) if the alleged violation involves an executive officer or a director, inform the Chairman of the Audit Committee of the alleged violation, (c) determine whether it is necessary to conduct an informal inquiry or a formal investigation and, if so, initiate such inquiry or investigation and (d) if the alleged violation involves an executive officer or a director, report the results of any such inquiry or investigation, together with a recommendation as to disposition of the matter, to the Chairman of the Audit Committee for action. Employees, officers and directors are expected to cooperate fully with any inquiry or investigation by us regarding an alleged violation of these standards. Failure to cooperate with any such inquiry or investigation may result in disciplinary action, up to and including discharge.

In the event the alleged violation involves any persons other than an executive officer or director, our Chief Compliance Officer shall determine whether violations of these standards have occurred and, if so, shall determine the disciplinary measures to be taken against such person. In the event that the alleged violation involves an executive officer or a director, the Board of Directors, following a report by the Chairman of the Audit Committee, shall determine whether a violation of these standards has occurred and, if so, shall determine the disciplinary measures to be taken against such executive officer or director.

Failure to comply with the standards outlined in this Code will result in disciplinary action including, but not limited to, reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, discharge and restitution. Certain violations of these standards may require us to refer the matter to the appropriate governmental or regulatory authorities for investigation or prosecution. Moreover, any supervisor who directs or approves of any conduct in violation of these standards, or who has knowledge of such conduct and does not immediately report it, also will be subject to disciplinary action, up to and including discharge.

ACCOUNTING COMPLAINTS

Our policy is to comply with all applicable financial reporting and accounting regulations applicable to the Company. Employees, officers or directors who have concerns or complaints regarding questionable accounting or auditing practices may confidentially, and anonymously if they wish, submit such concerns or complaints in writing to the Audit Committee of the Board of Directors, which, subject to its duties arising under applicable law, regulations and legal proceedings, will treat such submissions confidentially. Such submissions may be directed to the attention of the Chairman of the Audit Committee through our anonymous whistleblower website at mrv.ethicspoint.com or the applicable phone numbers set forth on the website.

The Chairman of the Audit Committee will evaluate the merits of any concerns or complaints received by it and authorize such follow-up actions, if any, as it deems necessary or appropriate to address the substance of the concern or complaint.

LAWS, REGULATIONS AND GOVERNMENT RELATED ACTIVITIES

As an international United States-based company, MRV is subject to laws and regulations both in the United States and abroad. Violations of governing laws and regulations are both unethical and subject us to significant risk in the form of fines, penalties and damaged reputations. The Company requires that all employees, officers and directors comply with all laws, rules and regulations applicable to the Company wherever it does business. You are expected to use good judgment and common sense in seeking to comply with all applicable laws, rules and regulations and to ask for advice when you are uncertain about them.

If you become aware of the violation of any law, rule or regulation by the Company, whether by its employees, officers, directors, or any third party doing business on behalf of the Company, it is your responsibility to promptly report the matter to your supervisor or to the Company's Chief Compliance Officer or, if you are an executive officer or director, to the Chairman of the Audit Committee. While it is the Company's desire to address matters internally, nothing in this Code prohibits you from reporting any illegal activity, including any violation of the securities laws, antitrust laws, environmental laws or any other federal, state or foreign law, rule or regulation, to the appropriate regulatory authority. This Code should not be construed to prohibit you from testifying, participating or otherwise assisting in any state or federal administrative, judicial or legislative proceeding or investigation.

Specific areas with which employees are expected to comply include:

  • Anti-Trust

  • Insider Trading

  • Foreign Corrupt Practices Act

  • Using Third-Party Copyrighted Material

  • Export, Re-export and Transfer Policy

  • Customs Compliance for International Shipping

  • Privacy
ANTI-TRUST

The economy of the United States, and of most nations in which we do business, is based on the principle of a free competitive market. To ensure that this principle is played out in the marketplace, most countries have laws prohibiting certain business practices that could inhibit effective competition. The anti-trust laws are broad and far-reaching. They touch upon and affect virtually all aspect of our operations. We fully embrace all anti-trust laws and avoid conduct that may even give the appearance of being questionable under those laws. Each employee should keep those thoughts in mind when going about his or her job, because the penalties for violations can be quite serious, both to MRV and to the individual. Whether termed anti-trust, competition, or free trade laws, the rules are designed to keep the marketplace thriving and competitive.

INSIDER TRADING


Any employee, officer or director having material, non-public information relating to MRV or our business, or any such person's family members, or any entities controlled by such persons or their family members, may not buy or sell securities of MRV or engage in any other action to take advantage of, or pass on to others, that information. This policy also applies to trading in the securities of any other company, including our customers, suppliers, vendors or other business partners, if an employee, officer or director has material, non-public information about that company obtained by virtue of his or her position at MRV.

Transactions that may be necessary and justifiable for independent reasons, including emergency expenditures and transactions planned before the employee learned the material information, are not exceptions. Even the appearance of an improper transaction must be avoided to prevent any potential prosecution of MRV or the individual trader.

Besides the obligation to refrain from trading while in possession of material, non-public information, employees, officers and directors are also prohibited from "tipping" others. The concept of unlawful tipping includes passing on information to friends or family members under circumstances that suggest that employees were trying to help them make a profit or avoid a loss. Besides being considered a form of insider trading, or course, tipping is also a serious breach of corporate confidentiality. More detailed rules governing the trading of MRV securities by employees, officers and directors are set forth in MRV's Statement of Policy to Directors, Officers and Employees Concerning Securities Trading.

FOREIGN CORRUPT PRACTICES ACT


We require full compliance with the Foreign Corrupt Practices Act ("FCPA") by all of our employees, consultants, agents, distributors and resellers. The anti-bribery and corrupt payment provisions of the FCPA make illegal any corrupt offer, payment, promise to pay or authorization to pay any money, gift or anything of value to any foreign official, or any foreign political party, candidate or official, for the purpose of:
  • Influencing any act, or failure to act, in the official capacity of that foreign government or agency.

  • Inducing the foreign official or party to use influence to affect a decision of a foreign government or agency, in order to obtain or retain business for anyone, or direct business to anyone.
Payments, offers, promises or authorizations to pay any other person, whether located in the United States or abroad, are likewise prohibited if any portion of that money or gift will be offered, given or promised to a foreign official or foreign political party or candidate for any of the illegal purposes outlined above.

All MRV employees, whether located in the United States or abroad, are responsible for FCPA compliance and the procedures to ensure FCPA compliance. All managers and supervisory personnel are expected to monitor continued compliance with the FCPA to ensure compliance with the highest moral, ethical and professional standards of MRV.

USING THIRD-PARTY COPYRIGHTED MATERIAL


Employees may sometimes need to use third-party copyrighted material to perform their jobs. Before such third-party material may be used, appropriate authorization from the copyright holder must be obtained, with the exception of material for which the Company holds the copyright. The need for such permission may exist whether or not the end product containing third-party material is for personal use, for MRV internal or other use. It is against the Company's policy and it may be unlawful for any employee to copy, reproduce, scan, digitize, broadcast or modify third-party copyrighted materials when developing MRV products, promotional materials or written communications (such as manuals, presentations, etc.), unless written permission from the copyright holder has been obtained prior to the proposed use. Improper use could subject both MRV and the individuals involved to possible civil and criminal actions for copyright infringement. It is against our policy for employees to use our facilities for the purpose of making or distributing unauthorized copies of third-party copyrighted materials for personal use or for use by others.

EXPORT, RE-EXPORT AND TRANSFER POLICY

Design, Development and Production Technology. Export of design, development and production technology is subject to national security, foreign policy and anti-terrorism laws and regulations.

Employees must obtain written permission from the Chief Executive Officer or Chief Compliance Officer before providing design, development or production technology to nationals or territories of countries that have not ratified global weapon non-proliferation treaties. Non-Disclosure Agreements do not constitute written authorization to transfer design, development or production technology.

Technology that has been made publicly available, with the exception of cryptography, may be exported to all foreign nationals and territories except those embargoed or sanctioned by the United States.

Products and Technology. Under no circumstances shall employees or agents engage in marketing, service or sales of products or technology to embargoed or sanctioned territories without written authorization from the Chief Executive Officer or Chief Compliance Officer.

Violation and Suspicious Activities Reporting. Employees should contact the Chief Executive Officer or Chief Compliance Officer if they know or have reason to believe that any party (e.g. partners, users, employees, etc.) has or intends to violate United States or local country laws or regulations.

CUSTOMS COMPLIANCE FOR INTERNATIONAL SHIPPING

Our policy is to comply fully with customs laws, regulations and policies in all countries where we do business. Accurate customs information on shipping documents is required for all international shipments. Employees should not initiate shipping documents outside approved automated shipping systems or non-production shipping tool.

PRIVACY

We have established guidelines for the collection, use and disclosure of personal data. All of our operations, activities and functions that collect, use, receive or distribute personal data must adhere to this policy. Moreover, all electronic and physical resources, whether owned or leased by MRV, and the messages, files, data, software or other information stored or transmitted on them are, and remain at all times, the property of MRV, and MRV reserves the right to inspect these items.

POLICY AGAINST RETALIATION

Employees, officers and directors may report suspected violations of this Code, suspected violations of any law, rule or regulation, any questionable accounting or auditing practices, and/or any other complaints or concerns openly or anonymously without fear of retaliation. Employees, officers and directors shall not discipline, discharge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate against an employee, officer or director because he or she reports any such violation. However, if the report was made with knowledge that it was false, the Company may take appropriate disciplinary action up to and including termination.

DISSEMINATION AND AMENDMENT

This Code shall be distributed to each new employee, officer and director of the Company upon commencement of his or her employment or other relationship with the Company, and each employee, officer and director shall certify that he or she has received, read and understood the Code and has complied with its terms.

This Code is subject to change and may be amended, supplemented or superseded by one or more separate policies. The most current version of this Code can be found [under Company Documents in the Human Resources tab of mypaychex.com, and is also located] under the Corporate Governance tab on the Company's website.

This document is not an employment contract between the Company and any of its employees, officers or directors.

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